Exhibit 10.82


 


St. Joseph Deposit Escrow


 


DEPOSIT
ESCROW AGREEMENT


 


This DEPOSIT ESCROW AGREEMENT (“Escrow
Agreement”) is entered into as of this 20th day of July, 2004 by and between St. Joseph Riverboat Partners, a Missouri
general partnership  (together with its
respective affiliates, “Seller”) and Herbst Gaming, Inc., a Nevada corporation, (“Buyer”) and Lawyers Title of Arizona
(“Escrow Agent”).


 


Recitals


 


WHEREAS, concurrently herewith, Seller and
Buyer are entering into that certain Asset Purchase and Sale Agreement (the
“Agreement”), a copy of which is attached hereto as Exhibit A and by this
reference incorporated herein.


 


WHEREAS, as a material inducement to execute
and deliver the Agreement and as a condition to the consummation of the
transactions contemplated by the Agreement, Buyer and Seller have agreed to
perform certain acts on or before agreed to dates and in connection therewith
Buyer has agreed to make the Deposit.


 


WHEREAS, Buyer and Seller now desire to
evidence their agreement regarding the disbursement of the Deposit pursuant to
the terms of this Escrow Agreement.


 


Agreements


 


NOW THEREFORE, for and in consideration of the mutual covenants and promises contained
herein and in the Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Escrow Agent, Seller
and Buyer hereby agree as follows:


 


1.               Defined Terms.  Capitalized terms used in this Escrow
Agreement without definition shall have the meanings ascribed to them in the
Agreement.  


 


2.               Appointment of
Escrow Agent.  Buyer and Seller
hereby appoint the Escrow Agent  to act
as escrow agent hereunder and the Escrow Agent agrees to act as such.


 


3.               Establishment of
the Deposit Fund.  (a)  On the Effective Date, Buyer shall deliver
cash or an irrevocable letter of credit (the “Letter of Credit”) in the
amount of $1,702,000 (the “Deposit Amount”) to the Escrow Agent, in
accordance with the terms of Section 3.1 of the Agreement.  The Escrow Agent shall promptly acknowledge
in writing to Buyer and Seller receipt thereof.


 


(b)         The Escrow Agent shall
hold the Deposit Amount and all interest and other amounts earned thereon
(collectively, as it shall exist from time to time, the “Deposit Fund”),
in escrow pursuant to the terms hereof. 
Upon receipt of any cash representing any portion of the Deposit Amount,
whether on the Effective Date or upon any drawdown of the Letter of Credit, the
Escrow Agent agrees to deposit such portion of the Deposit Amount in a separate
special interest-bearing account in a federally chartered bank with security
for the amount of the Deposit Amount


 
















 


in excess of the
federally insured amount (the “Escrow Account”).  At no time shall any portion of the Deposit
Amount be invested in either Buyer or Seller, or in any affiliate of either of
them.


 


4.               Payments from
the Deposit Fund.  (a)  Seller or Buyer (the “Notifying Party”) shall
initiate a claim against the Deposit Fund by delivering to the other party (
the “Receiving Party”), with a copy to the Escrow Agent, a written notice (a “Payment
Notice”), which Payment Notice shall state that an event has occurred under
the Agreement pursuant to which the Notifying Party is entitled to payment of
all amounts held in the Deposit Fund.


 


(b)         If the
Receiving Party shall object in good faith to the payment to the Notifying
Party of the amounts held in the Deposit Fund, the Receiving Party shall,
within ten (10) business days after receipt (or deemed receipt pursuant to
Section 10 hereof) by the Receiving Party of such Payment Notice, deliver
to the Escrow Agent, with a copy to the Notifying Party, a certificate,
executed by an authorized officer of the Receiving Party (a “Certificate of
Objections”), specifying in reasonable detail the nature and basis for each
such good faith objection.


 


(c)          If the
Escrow Agent shall not have received a Certificate of Objections objecting to
the Payment Notice on or prior to the tenth (10th) business day after
receipt (or deemed receipt pursuant to Section 10 hereof) by the Receiving
Party of such Payment Notice, the Receiving Party shall be deemed to have
acknowledged that such Payment Notice is correct and final and the Escrow Agent
shall thereafter transfer to or to the order of Notifying Party all amounts
held in the Deposit Fund.


 


(d)         If the
Receiving Party delivers to the Escrow Agent, on or prior to the tenth (10th)
business day after receipt (or deemed receipt pursuant to Section 10
hereof) by Receiving Party of a Payment Notice, a Certificate of Objections
objecting to the payment to the Notifying Party of the amount held in the
Deposit Fund, the amounts held in the Deposit Fund shall be held by the Escrow
Agent and shall not be released from the Deposit Fund, except in accordance
with either:


 


(i)                                     a
written memorandum pursuant to Section 5(a) hereof, executed by an
authorized signatory of each of Buyer and Seller, or


 


(ii)                                  written
instructions executed by an authorized signatory of each of Buyer and Seller
and a copy of the final judgment of the arbitrator having jurisdiction over the
matters relating to the claim, as provided in Section 5,


 


upon receipt of which the Escrow Agent shall distribute to the party
identified in such memorandum or written instructions, as the case may be, the
amount of the funds held in the Deposit Fund.


 


(e)          In the event that at the time for any payment
to be made by the Escrow Agent to Seller pursuant to this Escrow Agreement
there shall be insufficient cash in the Deposit Fund for such payment to be
made, the Escrow Agent shall make a draw down against the Letter of Credit, in
accordance with the terms thereof, in such amount as shall be necessary to
satisfy such payment obligation, and shall disburse the cash proceeds of such
draw down in accordance with the terms of this Escrow Agreement.


 


2
















 


(f)            Notwithstanding any other provision to the
contrary herein, if for any reason the Agreement has not closed by the date
which is thirty (30) business days prior to the expiration date of the Letter
of Credit, and Buyer and Seller have not otherwise agreed in writing to
terminate this Deposit Escrow Agreement, or to otherwise dispose of the Deposit
Fund,  then the Escrow Agent shall draw
down against the full amount of the Letter of Credit and such cash proceeds
shall become part of the Deposit Fund and shall be disbursed in accordance with
the terms of this Escrow Agreement. 
Buyer hereby irrevocably authorizes Escrow Agent to draw on the Letter
of Credit in such circumstances and agrees to release and hold Escrow Agent
harmless from any liability for drawing on the Letter of Credit (it being
expressly understood and agreed that if Buyer and Seller are in dispute as to
how the Deposit is to be disposed of, then the Escrow Agent is to draw on the
Letter of Credit before its expiration and hold the proceeds therefrom until
such dispute is resolved).


 


(g)         On the
Termination Date, if the amounts held in the Deposit Fund shall not previously
have been paid out in accordance with this Section 4, the Escrow Agent
shall (i) pay any amount of cash held in the Deposit Fund to Seller (to be
set off against the Purchase Price, in accordance with Section 3.1 of the
Agreement), (ii) deliver to Buyer for cancellation the Letter of Credit,
to the extent any amounts are then outstanding thereunder and (iii) provide to
each of Buyer and Seller an accounting of all such payments and deliveries.


 


(h)         Notwithstanding
any other provision of this Escrow Agreement to the contrary, at any time prior
to the termination of this Escrow Agreement, the Escrow Agent shall, if so
instructed in writing signed by an authorized signatory of each of Buyer and
Seller, pay from the Deposit Fund, as instructed, to or to the order of the
party identified in such writing, the amount of cash or other property so instructed.


 


5.               Resolution of
Conflicts.  (a)  In case a Receiving Party shall timely object
in writing to any claim or claims by a Notifying Party made in any Payment
Notice, as provided in Section 4(b), Seller and Buyer shall attempt in
good faith for thirty (30) calendar days following delivery of the Certificate
of Objections to agree upon the rights of the respective parties with respect
to each of such claims.  If Seller and
Buyer should so agree, a memorandum setting forth such agreement shall be prepared
and signed by an authorized signatory of both parties and shall be delivered to
the Escrow Agent.  The Escrow Agent shall
be entitled to rely on any such memorandum and shall distribute amounts from
the Deposit Fund in accordance with the terms thereof.


 


(b)         If no such
agreement can be reached within thirty (30) calendar days after delivery of the
Certificate of Objections, either Buyer or Seller may, by written notice to the
other, with a copy to the Escrow Agent, demand arbitration of the matter in accordance
with the provisions of Section 11 of this Escrow Agreement.  The decision of the arbitrator as to the
validity and amount of any claim in such Payment Notice shall be binding and
conclusive upon the parties to this Escrow Agreement, and the Escrow Agent
shall be entitled to act in accordance with such decision and make or withhold
payments out of the Deposit Fund in accordance therewith.


 


6.               Taxes.  (a) 
The parties agree to treat the Deposit Fund as owned by Buyer and not
received by Seller, in all cases to the extent not paid to Seller pursuant to
Section 4 hereof, and to file all Tax Returns on a basis consistent with
such treatment.


 


3
















 


(b)                                 All
dividends, distributions, interest and gains earned or realized on the amounts
in the Deposit Fund (“Earnings”) shall be treated as having been
received by Buyer for United States federal income tax purposes.  Unless otherwise required by law, the parties
agree that, for United States federal income tax purposes, Buyer shall report
Earnings as its income.


 


(c)                                  Any
disbursement of amounts in the Deposit Fund to Seller shall be treated for
United States federal income tax purposes as consisting, in part, of imputed
interest on the amount of such payment from the date of this Escrow Agreement
until the date of payment in accordance with the Code and Treasury Regulations
promulgated thereunder.


 


(d)                                 Buyer
shall timely file information statements with the IRS (to the extent required
by law).  Buyer may require Seller to
provide Buyer with an IRS Form W-9 or W-8BEN, as applicable, and any other
forms and documents that Buyer may reasonably request to complete such
information returns and payee statements (collectively, the “Tax Reporting
Documentation”).  The parties hereto
understand that if such Tax Reporting Documentation is not provided to Buyer,
then Buyer may be required by the Code to withhold a portion of any imputed
interest or other payments made to Seller. 
All tax withheld pursuant to this subsection (d) shall be treated
as having been paid to the person from whom such amounts were withheld for
purposes of determining any further amounts to which such person is entitled
hereunder.


 


7.               Assignment of
Rights to the Deposit Fund; Assignment of Obligations; Successors.  This Escrow Agreement may not be assigned by
operation of law or otherwise without the express written consent of Buyer and
Seller (which consent may be granted or withheld in their sole discretion), and
any assignment in violation of this requirement shall be void; provided,
however, any corporation or association into which the Escrow Agent may
be converted or merged, or with which it may be consolidated, or to which it
may sell or transfer all or substantially all of its corporate trust business
and assets as a whole or substantially as a whole, or any corporation or
association resulting from any such conversion, sale, merger, consolidation or
transfer to which the Escrow Agent is a party, shall be and become the
successor Escrow Agent under this Escrow Agreement and shall have and succeed
to the rights, powers, duties, immunities and privileges as its predecessor,
without the execution or filing of any instrument or paper or the performance
any further act, provided such corporation or association is a bank or trust
company having a corporate trust office in Phoenix, Arizona and assets in
excess of $100 million.  This Escrow
Agreement shall be binding upon and inure solely to the benefit of the parties
hereto and their permitted assigns.


 


8.               Escrow Agent.  (a) 
Except as expressly contemplated by this Escrow Agreement or by joint
written instructions from Buyer and Seller, the Escrow Agent shall not sell,
transfer or otherwise dispose of, in any manner, all or any portion of the
Deposit Fund, except pursuant to an order of a court of competent jurisdiction.


 


(b)         The duties
and obligations of the Escrow Agent shall be determined solely by this Escrow
Agreement, and the Escrow Agent shall not be liable except for the performance
or non-performance of such duties and obligations as are specifically set forth
in this Escrow Agreement.


 


4
















 


(c)          In the
performance of its duties hereunder, the Escrow Agent shall be entitled to rely
upon any document, instrument or signature believed by it in good faith to be
genuine and signed by any party hereto or an authorized officer or agent
thereof and shall not be required to investigate the truth or accuracy of any
statement contained in any such document or instrument.  The Escrow Agent may assume that any person
purporting to give any notice in accordance with the provisions of this Escrow
Agreement has been duly authorized to do so.


 


(d)         The Escrow
Agent shall not be liable for any error of judgment, or any action taken,
suffered or omitted to be taken, hereunder while acting in good faith and in
the exercise of reasonable judgment.  The
Escrow Agent may consult with independent counsel of its own choice and shall
have full and complete authorization and protection for any action taken or
suffered by it hereunder in good faith and in accordance with the reasonable
opinion of such counsel.


 


(e)          The Escrow
Agent shall have no duty as to the collection or protection of the Deposit Fund
or income thereon, nor as to the preservation of any rights pertaining thereto,
beyond the safe custody of any such funds actually in its possession.


 


(f)            As
compensation for its services to be rendered under this Escrow Agreement, for
each year or any portion thereof, the Escrow Agent shall receive a fee in the
amount specified in Schedule A to this Escrow Agreement and shall be
reimbursed upon request for all expenses, disbursements and advances, including
reasonable fees of outside counsel, if any, incurred or made by it in connection
with the preparation of this Escrow Agreement and the carrying out of its
duties under this Escrow Agreement.  All
such fees and expenses shall be paid by Seller.


 


(g)         The Escrow
Agent may at any time resign by giving twenty (20) business days’ prior written
notice of resignation to Buyer and Seller. 
Buyer and Seller may at any time jointly remove the Escrow Agent by
giving ten (10) business days’ prior written notice signed by each of them to
the Escrow Agent.  If the Escrow Agent
shall resign or be removed, a successor Escrow Agent, which shall be a bank,
trust company, or title insurance company having a corporate office in Phoenix,
Arizona or St. Joseph, Missouri and assets in excess of $100 million, and which
shall be reasonably acceptable to Buyer, shall be appointed by Seller by
written instrument executed by Seller and Buyer and delivered to the Escrow
Agent and to such successor Escrow Agent and, thereupon, the resignation or
removal of the predecessor Escrow Agent shall become effective and such successor
Escrow Agent, without any further act, deed or conveyance, shall become vested
with all right, title and interest to all cash and property held hereunder by
such predecessor Escrow Agent, and such predecessor Escrow Agent shall, on the
written request of Seller, Buyer or the successor Escrow Agent, execute and
deliver to such successor Escrow Agent all the right, title and interest
hereunder in and to the Deposit Fund of such predecessor Escrow Agent and all
other rights hereunder of such predecessor Escrow Agent.  If no successor Escrow Agent shall have been
appointed within twenty (20) business days of a notice of resignation by the
Escrow Agent, the Escrow Agent’s sole responsibility shall thereafter be to hold
the Deposit Fund until the earlier of its receipt of designation of a successor
Escrow Agent, a joint written instruction by Buyer and Seller and termination
of this Escrow Agreement in accordance with its terms.


 


5
















 


(h)         In the
event of any disagreement (other than as evidenced by a Certificate of
Objections) between any of the parties (other than Escrow Agent) to this Escrow
Agreement, or between them or any of them and any other person or entity
resulting in conflicting or adverse claims or demands being made in connection
with the Deposit Fund, or in the event that Escrow Agent, in good faith, shall
be in doubt as to what action it should take hereunder, Escrow Agent at its
option may refuse to comply with any claims or demands on it, or refuse to take
any other action hereunder, so long as such disagreement continues or such
doubt exists, and, in any such event, Escrow Agent shall not be or become
liable in any way or to any person or entity for its failure or refusal to act,
and Escrow Agent shall be entitled to either;


 


(i)                                     continue
so to refrain from acting until (A) the rights of all parties shall have been
determined by a final and unappealable order of a court of competent
jurisdiction or by a final and unappealable award of arbitrators, or (B) all
differences shall have been resolved by agreement among all of the interested
persons or entities, and Escrow Agent shall have been notified thereof in
writing signed by all such persons or entities, or


 


(ii)                                  file
an interpleader action in any court of competent jurisdiction.


 


(i)             Buyer
and Seller shall jointly and severally indemnify, defend and hold the Escrow
Agent harmless from and against any and all loss, damage, tax (other than any
tax associated with the receipt by the Escrow Agent of fees, expenses and other
payments hereunder), liability and expense that may be incurred by Escrow Agent
arising out of or in connection with its duties, obligations or performance as
Escrow Agent hereunder, except as caused by Escrow Agent’s gross negligence or
willful misconduct, including the legal costs and expenses of bringing an
interpleader action pursuant to Section 8(h)(ii) of this Escrow Agreement
and of defending itself against any claim or liability in connection with its
performance or non-performance hereunder. 
The terms of this Section 8(i) shall survive the termination of
this Escrow Agreement and, with respect to claims arising in connection with
Escrow Agent’s duties while acting as such, the resignation or removal of
Escrow Agent.


 


9.               Termination.  This Escrow Agreement shall terminate (the “Termination
Date”) on the earlier of: (a) the date the transactions described in
the Agreement close, or (b) the date on which the Letter of Credit has been
fully drawn on and there are no funds or other property remaining in the
Deposit Fund, or (c) the date all remaining funds and/or the Letter of Credit
are returned to Buyer.


 


10.         Notices.  All notices and other communications
hereunder shall be in writing and shall be deemed given (a) upon personal delivery
to the party to be notified or delivery by facsimile (with acknowledgment of
complete transmission), (b) one (1) business day after the business day of
deposit with a nationally recognized overnight courier service for next day
delivery, freight prepaid, or (c) three (3) business days after deposit
with the United States Post Office for delivery by registered or certified
mail, postage prepaid.  Any such
communication shall be addressed to the parties at the following addresses (or
at such other address for a party as shall be specified by like notice):


 


6
















 


	
   

  	
  (i)

  	
  If
  to Buyer:

  	
  Herbst
  Gaming Inc.

  
	
   

  	
   

  	
   

  	
  5195
  Las Vegas Blvd.

  
	
   

  	
   

  	
   

  	
  Las
  Vegas, Nevada 89118

  
	
   

  	
   

  	
   

  	
  Attention:
  Ed Herbst and Sean Higgins

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With
  a copy to:

  	
  Gibson,
  Dunn & Crutcher, LLP

  
	
   

  	
   

  	
   

  	
  333
  S. Grand Avenue

  
	
   

  	
   

  	
   

  	
  Los
  Angeles, California 90071-3197

  
	
   

  	
   

  	
   

  	
  Attention:
  Peter Ziegler

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  If
  to Seller:

  	
  St.
  Joseph Riverboat Partners

  
	
   

  	
   

  	
   

  	
  P.O. Box 385

  
	
   

  	
   

  	
   

  	
  St. Joseph, Missouri 64505

  
	
   

  	
   

  	
   

  	
  Attention: Bruce Schmitter and Larry Seckington

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With
  a copy to:

  	
  Howard
  Grace

  
	
   

  	
   

  	
   

  	
  7575
  North 16th Street

  
	
   

  	
   

  	
   

  	
  Suite
  1

  
	
   

  	
   

  	
   

  	
  Phoenix,
  Arizona 85020

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  If
  to Escrow Agent:

  	
  Lawyers
  Title of Arizona

  
	
   

  	
   

  	
   

  	
  1850
  North Central Avenue, Suite 125

  
	
   

  	
   

  	
   

  	
  Phoenix,
  Arizona 85004-4590

  
	
   

  	
   

  	
   

  	
  Attention:
  Sandy Butler

  



 


11.         Arbitration.  Any and all questions,
disputes or controversies arising in connection with this Escrow Agreement
(with the exception of any remedy seeking equitable relief which shall not be
subject to this Section 11), in interpretation, application, performance,
nonperformance of any instructions executed and delivered hereunder
(collectively “Disputes”) shall, at the demand of any party hereto, be
determined by arbitration.  Buyer and
Seller shall appoint a single arbitrator (“Arbitrator”) who is licensed by the
American Arbitration Association (“AAA”) to arbitrate such Disputes.  In the event Buyer and Seller cannot agree on
the selection of the Arbitrator, each party shall select one Arbitrator who
shall together select the single Arbitrator who shall arbitrate the
matter.  Upon making a determination with
respect to any dispute, the Arbitrator shall submit a written decision on each
such Dispute to Seller and Buyer.  Any
determination by the Arbitrator with respect to any Disputes shall be final and
binding on each party to this Escrow Agreement. 
The forum for any arbitration will be Los Angeles, California.  The arbitration shall be conducted in
accordance with the Commercial Arbitration Rules of the AAA as in effect for
commercial arbitrations conducted by the AAA. 
Seller and Buyer agree that the costs of the Arbitrator shall be borne
as determined by the Arbitrator. 
Judgment upon the award of the Arbitrator may be entered in any Court
having jurisdiction thereof.


 


12.         Governing Law.  This Escrow Agreement shall be governed by,
and construed in accordance with, the laws of the State of Arizona applicable
to contracts executed and to be performed entirely within that State.  Any controversy or claim arising out of or
relating to this Escrow Agreement or a breach hereof shall be settled in
accordance with the arbitration provisions set forth in Section 11 of this
Escrow Agreement.


 


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13.         Amendments.  This Escrow Agreement may not be amended or
modified except (a) by an instrument in writing signed by, or on behalf
of, Buyer, Seller and the Escrow Agent or (b) by a waiver in accordance
with Section 14 of this Escrow Agreement.


 


14.         Waiver.  Buyer, Seller and the Escrow Agent may
(a) extend the time for the performance of any obligation or other act of
any other party hereto or (b) waive compliance with any agreement or
condition contained herein.  Any such
extension or waiver shall be valid only if set forth in an instrument in
writing signed by Buyer, in the case of a waiver or extension by Buyer, Seller,
in the case of a waiver or extension by Seller, or the Escrow Agent, in the
case of a waiver or extension by the Escrow Agent.  Any waiver of any term or condition shall not
be construed as a waiver of any subsequent breach or a subsequent waiver of the
same term or condition, or a waiver of any other term or condition, of this
Escrow Agreement.  The failure of any
party to assert any of its rights hereunder shall not constitute a waiver of
any of such rights.


 


15.         Severability.  In the event that any provision of this
Escrow Agreement or the application thereof, becomes or is declared by a court
of competent jurisdiction to be illegal, void or unenforceable, the remainder
of this Escrow Agreement will continue in full force and effect and the
application of such provision to other persons or circumstances will be
interpreted so as reasonably to effect the intent of the parties hereto.  Buyer, Seller and the Escrow Agent further
agree to use commercially reasonable efforts to replace such void or
unenforceable provision of this Escrow Agreement with a valid and enforceable
provision that will achieve, to the extent possible, the economic, business and
other purposes of such void or unenforceable provision.


 


16.         Entire Agreement; No
Third-Party Beneficiaries.  This
Escrow Agreement, the Agreement and the Indemnity Escrow Agreement constitute
the entire agreement, and supersede all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter of
this Escrow Agreement.  This Escrow
Agreement is not intended to confer upon any Person other than the parties any
rights or remedies.


 


17.         Counterparts.  This Escrow Agreement may be executed in one
or more counterparts (including by facsimile), all of which shall be considered
one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other
party, it being understood that all parties need not sign the same counterpart.


 


***Signature Page Follows***


 


8
















 


IN WITNESS WHEREOF, the
parties hereto have caused this Escrow Agreement to be executed as of the date first
written above.


 


	
   

  	
  BUYER

  
	
   

  	
   

  
	
   

  	
  Herbst Gaming, Inc.,

  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward J. Herbst

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Edward J. Herbst

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
  ESCROW AGENT

  
	
   

  	
   

  
	
   

  	
  Lawyer’s Title of Arizona

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SELLER

  
	
   

  	
   

  
	
   

  	
  St.
  Joseph Riverboat Partners,

  a Missouri general partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Continental
  Gaming, Inc.,

  a Missouri corporation,

  its managing partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Schmitter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bruce Schmitter

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 
















 


IN WITNESS WHEREOF, the
parties hereto have caused this Escrow Agreement to be executed as of the date
first written above.


 


	
   

  	
  BUYER

  
	
   

  	
   

  
	
   

  	
  Herbst Gaming, Inc.,

  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ESCROW AGENT

  
	
   

  	
   

  
	
   

  	
  Lawyer’s Title of Arizona

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sandra J. Butler

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sandra J. Butler

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VP

  	
   

  
	
   

  	
   

  
	
   

  	
  SELLER

  
	
   

  	
   

  
	
   

  	
  St.
  Joseph Riverboat Partners,

  a Missouri general partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Continental
  Gaming, Inc.,

  a Missouri corporation,

  its managing partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Schmitter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bruce Schmitter

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 
















 


SCHEDULE A


 


1.                           The Escrow Agent shall be
paid a one-time fee of Three Hundred Dollars ($300.00) upon any draw-down of
the Letter of Credit (it being understood that no such fee shall be payable in
the event that there is no draw down of the Letter of Credit pursuant to this
Escrow Agreement).


 


2.                           The Escrow Agent shall be
paid a one-time fee of Twenty Five Dollars ($25.00) with respect to each check
issued by the Escrow Agent in connection with any partial or full release of
cash funds held by the Escrow Agent pursuant to the terms of this Escrow
Agreement.


 


A-1